MEMORIAL FUNDS
DEF 14A, 1998-12-08
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                                                 (File Nos. 811-8529; 333-41461)

                            SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
                                (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
         [ ]   Preliminary Proxy Statement
         [X]   Definitive Proxy Statement
         [ ]   Definitive Additional Materials
         [ ]   Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

                               THE MEMORIAL FUNDS
                (Name of Registrant as Specified in its Charter)

                         BOARD OF TRUSTEES OF REGISTRANT
                   (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

         [X]      No Fee Required
         [ ]      Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
                  and 0-11

                  1)  Title of each class of securities to which transaction
                      applies:

                      _____________________________________________________

                  2)  Aggregate  number  of  securities  to  which   transaction
                      applies:

                      _____________________________________________________

                  3)  Per unit price or other underlying value of transaction
                      computed pursuant to Exchange Act Rule 0-11:

                      _____________________________________________________

                  4)  Proposed maximum aggregate value of transaction:

                      _____________________________________________________

                  5)  Total fee paid:

                      _____________________________________________________

         [ ]      Check box if any part of the fee is offset  as  provided  by
                  Exchange Act Rule 0-11(a)(2) and identify the filing for which
                  the offsetting fee was paid previously.  Identify the previous
                  filing  by  registration  statement  number,  or the  Form  or
                  Schedule and the date of its filing.

                  1)       Amount Previously Paid:

                           ________________________________________________

                  2)       Form, Schedule or Registration Statement No.:

                           ________________________________________________

                  3)       Filing Party:

                           ________________________________________________

                  4)       Date Filed:

                           ________________________________________________


<PAGE>



                               THE MEMORIAL FUNDS
                               TWO PORTLAND SQUARE
                              PORTLAND, MAINE 04101


December 8, 1998

Dear Shareholder:

         The Board of Trustees of The Memorial  Funds (the "Trust") has called a
Special  Meeting of  shareholders of Growth Equity Fund (the "Fund") to consider
one proposal:  to approve a new investment  sub-advisory  agreement  between the
Trust, Forum Investment  Advisors,  LLC and Davis Hamilton Jackson & Associates,
L.P. The meeting is scheduled to be held on December 21, 1998.

         The proposal is being presented to you because Davis Hamilton Jackson &
Associates,  Inc.,  your Fund's  investment  sub-adviser,  has  entered  into an
agreement with Affiliated Managers Group, Inc. ("AMG") and certain  wholly-owned
subsidiaries of AMG to form a limited  partnership called Davis Hamilton Jackson
& Associates, L.P. The Investment Company Act of 1940 requires a vote when there
is a change of ownership of a mutual fund's investment adviser of the type being
proposed.  As  a  result,  this  requires  the  approval  of  a  new  investment
sub-advisory  agreement by the  shareholders of the Fund. The new agreement will
have the same terms as the current investment sub-advisory  agreement.  The rate
at which the advisory  fees are  determined  will remain the same as well.  Your
investment  in the Fund will not  change  in any way.  Upon  completion  of this
transaction,  the same staff who  currently  manages  the Fund will  continue to
manage  the Fund.  You will  still own the same  shares in the same Fund and you
will continue to be able to buy and sell shares in the same manner as before.

         After careful consideration, the Board of Trustees unanimously approved
this proposal and recommends that you vote "FOR" it.

         YOUR VOTE IS IMPORTANT  REGARDLESS  OF THE NUMBER OF SHARES YOU OWN. IN
ORDER  TO  AVOID  THE  ADDED  COST  OF  FOLLOW-UP   SOLICITATIONS  AND  POSSIBLE
ADJOURNMENTS,  PLEASE  READ THE  PROXY  STATEMENT  AND  CAST  YOUR  VOTE.  IT IS
IMPORTANT  THAT YOUR VOTE BE RECEIVED NO LATER THAN  DECEMBER 18,  1998.  IF YOU
HAVE ANY QUESTIONS ABOUT THE PROXY STATEMENT,  PLEASE DO NOT HESITATE TO CALL US
AT (888) 263-5593.

     We appreciate  your  participation  and prompt  response in this matter and
thank you for your continued support.

                                                   Sincerely,



                                                   Christopher W. Hamm
                                                   President and Chairman
                                                   of the Board of the Trustees



<PAGE>


                               THE MEMORIAL FUNDS
                               Growth Equity Fund

                               TWO PORTLAND SQUARE
                              PORTLAND, MAINE 04101
                            -------------------------

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                           TO BE HELD DECEMBER 21 1998
                            -------------------------

To the Shareholders of Growth Equity Fund:

     Notice  is  hereby  given  that a  Special  Meeting  of  Shareholders  (the
"Meeting") of Growth Equity Fund (the  "Fund"),  a series of The Memorial  Funds
(the  "Trust"),  will be held at the offices of Forum  Administrative  Services,
LLC, Two Portland Square,  Portland, Maine on Monday, December 21, 1998 at 10:00
a.m. (Eastern Standard Time). The purpose of the Meeting is:

        1. To approve or disapprove a new  Investment  Sub-Advisory  Agreement
        between the Trust, Forum Investment Advisors, LLC and Davis Hamilton
        Jackson & Associates, L.P., a newly-formed Delaware Limited Partnership;

        2. To  transact  such other  business as may  properly  come before the
        Meeting.

         The  Trust's  Board of  Trustees  has fixed the  close of  business  on
November  18,  1998 as the record  date for the  determination  of  shareholders
entitled  to notice of and to vote at the  Meeting or any  adjournment  thereof.
Your attention is called to the accompanying proxy statement.


                                            By order of the Board of Trustees,



                                            D. Blaine Riggle
                                            Secretary

Portland, Maine
December 8, 1998

YOUR VOTE IS  IMPORTANT  NO MATTER HOW LARGE OR SMALL YOUR  HOLDINGS  MAY BE. IN
ORDER TO AVOID THE UNNECESSARY EXPENSE OF FURTHER  SOLICITATION,  WE URGE YOU TO
INDICATE YOUR VOTING  INSTRUCTIONS ON THE ENCLOSED PROXY,  DATE AND SIGN IT, AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED.


<PAGE>


                               THE MEMORIAL FUNDS
                               Growth Equity Fund

                               TWO PORTLAND SQUARE
                              PORTLAND, MAINE 04101


                                 PROXY STATEMENT

     The  enclosed  proxy is  solicited by the Board of Trustees of The Memorial
Funds (the "Trust"),  a Delaware business trust, on behalf of Growth Equity Fund
(the  "Fund").  The Trust is a  registered  open-end  investment  company  whose
executive  offices are located at Two Portland  Square,  Portland,  Maine 04101.
Proxies will be voted at the Special Meeting of Shareholders  (the "Meeting") of
the  Fund  to be  held  at the  offices  of  the  Trust's  administrator,  Forum
Administrative  Services, LLC ("Forum"),  Two Portland Square,  Portland,  Maine
04101 on Monday,  December 21, 1998, at 10:00 a.m.  (Eastern Standard Time), and
any adjournment thereof for the purposes set forth in the accompanying Notice of
Special Meeting of Shareholders. This Proxy Statement and the enclosed notice of
meeting  and proxy  card are first  being  mailed  to  shareholders  on or about
December 7, 1998.

         The Trust's  Semi-Annual  Report to  shareholders  for the period ended
June 30, 1998, which includes financial  statements for the Fund, has previously
been mailed to shareholders  receiving this Proxy  Statement.  Shareholders  may
request a copy of the  Semi-Annual  Report  without charge by calling the Fund's
distributor,  Forum Financial  Services,  Inc., Two Portland  Square,  Portland,
Maine 04101, at 1-888-263-5593.

         The  solicitation  of proxies  will be  primarily  by mail but may also
include  telephone  or oral  communications  by the  officers of the Trust or by
regular  employees of Davis  Hamilton  Jackson & Associates,  Inc. (the "Current
Sub-Adviser"),  Forum or their affiliates.  Current Sub-Adviser will bear all of
the costs of the Meeting and the  preparation,  printing and mailing of proxies.
Forum will mail proxy materials and tabulate voting results.

PURPOSE OF MEETING

         The Meeting is being called to approve or  disapprove a new  Investment
Sub-Advisory  Agreement between the Trust,  Forum Investment  Advisors,  LLC and
Davis  Hamilton  Jackson &  Associates,  L.P.,  a Delaware  Limited  Partnership
organized on October 21, 1998 (the "New Sub-Adviser").

DESCRIPTION OF VOTING

         Approval of the proposal  requires the affirmative  vote of "a majority
of the outstanding  voting securities" of the Fund as that term is defined under
the  Investment  Company Act of 1940 (the "1940 Act").  Under the 1940 Act, this
means the affirmative vote of the lesser of (a) 67% or more of the shares of the
Fund present at the Meeting or  represented by proxy if the holders of more than
50% of the outstanding shares are present or represented by proxy at the Meeting
or (b) more than 50% of the outstanding shares of the Fund.

         Shareholders  of record at the close of business on November  18, 1998,
(the "Record Date"), will be entitled to notice of, and to vote at, the Meeting,
including  any   adjournment   thereof.   As  of  the  Record  Date  there  were
2,987,273.282  shares  outstanding  of the Fund  (29,195.555  of the Trust share
class and  2,958,077.727 of the  Institutional  Shares Class).  The Fund's Trust
shares and  Institutional  shares have identical voting rights. As of the Record
Date,  Trustee Jay Brammer owned 6,432.818 Trust Shares,  or 22.03% of the Trust
class and  .21%of  the Fund.  As of the  Record  Date,  all other  Trustees  and
Officers  of the  Trust,  as a group,  owned  beneficially  less  than 1% of the
outstanding shares of either share class of the Fund. As of the Record Date, the
following shareholders beneficially owned more than 5% of the outstanding shares
of each class of the Fund:
<PAGE>

5% SHAREHOLDERS
GROWTH EQUITY FUND - TRUST SHARES
<TABLE>
<S>                                               <C>                    <C>                   <C>
- ----------------------------------------------- ---------------------- -------------------- ---------------------
NAME/ADDRESS                                    SHARES                 PERCENTAGE OF        PERCENTAGE OF
                                                                       SHARES               SHARES OF THE FUND
                                                                       OF CLASS
- ----------------------------------------------- ---------------------- -------------------- ---------------------
- ----------------------------------------------- ---------------------- -------------------- ---------------------
Timothy Brammer Trustee                         8,453.952              28.96%               .28%
FBO First Irrevocable Qualified Subchapter S
Trust of Jay A. Brammer
9000 Keystone Crossing
Suite 1000
Indianapolis, IN  46240

- ----------------------------------------------- ---------------------- -------------------- ---------------------
- ----------------------------------------------- ---------------------- -------------------- ---------------------
Jay Brammer                                     6,432.818              22.03%               .21%
10948 Lake Front Drive
Indianapolis, IN  46236

- ----------------------------------------------- ---------------------- -------------------- ---------------------
- ----------------------------------------------- ---------------------- -------------------- ---------------------
Timothy F. Brammer Trustee                      4,226.973              14.48%               .14%
FBO First Irrevocable Qualified Subchapter S
Trust of Jay A. Brammer for Rachel Brammer
9000 Keystone Crossing
Suite 1000
Indianapolis, IN  46240

- ----------------------------------------------- ---------------------- -------------------- ---------------------
- ----------------------------------------------- ---------------------- -------------------- ---------------------
Jay A. Brammer as Cust.                         3,360.604              11.51%               .11%
FBO Megan Brammer UGMA/IN
10948 Lake Front Drive
Indianapolis, IN  46236

- ----------------------------------------------- ---------------------- -------------------- ---------------------
- ----------------------------------------------- ---------------------- -------------------- ---------------------
Jay A. Brammer as Cust.                         3,360.604              11.51%               .11%
FBO Michelle Brammer UGMA/IN
10948 Lake Front Drive
Indianapolis, IN  46236

- ----------------------------------------------- ---------------------- -------------------- ---------------------
- ----------------------------------------------- ---------------------- -------------------- ---------------------
Jay Brammer as Cust.                            3,360.604              11.51%               .08%
FBO Abigail Brammer UGMA/IN
10948 Lake Front Drive
Indianapolis, IN  46236
- ----------------------------------------------- ---------------------- -------------------- ---------------------
</TABLE>



<PAGE>



5% SHAREHOLDERS
GROWTH EQUITY FUND - INSTITUTIONAL SHARES
<TABLE>
<S>                                               <C>                     <C>                 <C>
- ------------------------------------------------ ---------------------- -------------------- ---------------------
NAME/ADDRESS                                     SHARES                 PERCENTAGE OF        PERCENTAGE OF
                                                                        SHARES               SHARES OF THE FUND
                                                                        OF CLASS
- ------------------------------------------------ ---------------------- -------------------- ---------------------
- ------------------------------------------------ ---------------------- -------------------- ---------------------
Strafe & Co.                                     675,984.696            22.85%               22.63%
FBO SCI Related Accounts - CM
P.O. Box 160
Westerville, OH  43086-0160

- ------------------------------------------------ ---------------------- -------------------- ---------------------
- ------------------------------------------------ ---------------------- -------------------- ---------------------
First Union National Bank TTEE                   597,678.874            20.20%               20.01%
FBO SCI Preneed Funeral Trusts
1525 West Wt Harris Blvd.
CMG NC 1151
Charlotte, NC  28288

- ------------------------------------------------ ---------------------- -------------------- ---------------------
- ------------------------------------------------ ---------------------- -------------------- ---------------------
Var & Co.                                        326,505.404            11.04%               10.93%
c/o Colorado National Bank, N.A.
FBO Pre-Need
P.O. Box 64010
St. Paul, MN  55164-0010

- ------------------------------------------------ ---------------------- -------------------- ---------------------
- ------------------------------------------------ ---------------------- -------------------- ---------------------
Var & Co.                                        302,620.281            10.23%               10.13%
c/o Colorado National Bank, N.A.
FBO Cemetery Merchandise
P.O. Box 64010
St. Paul, MN  55164-0010

- ------------------------------------------------ ---------------------- -------------------- ---------------------
- ------------------------------------------------ ---------------------- -------------------- ---------------------
Southwest Guaranty Trust Company                 201,986.755            6.83%                6.76%
Fiduciary-SCI-Merchandise
10411 Westheimer
Suite 200
Houston, TX  77042

- ------------------------------------------------ ---------------------- -------------------- ---------------------
- ------------------------------------------------ ---------------------- -------------------- ---------------------
Miter & Co.                                      177,584.875            6.00%                5.94%
FBO Chicago Trust Co./SCI CM
c/o Marshall & Ilsley Trust
P.O. Box 2977
Milwaukee, WI  53202

- ------------------------------------------------ ---------------------- -------------------- ---------------------
- ------------------------------------------------ ---------------------- -------------------- ---------------------
Southwest Guaranty Trust Company                 163,008.515            5.51%                5.46%
Fiduciary-SCI-Funeral Service
10411 Westheimer
Suite 200
Houston, TX  77042
- ------------------------------------------------ ---------------------- -------------------- ---------------------
</TABLE>



<PAGE>



         Each  shareholder will be entitled to one vote for each whole share and
a fractional vote for each fractional share held.  Shares may be voted in person
or by proxy.  Shareholders  holding  one-third of the outstanding  shares of the
Fund at the close of business  on the Record Date  present in person or by proxy
will constitute a quorum for the  transaction of business  regarding the Fund at
the Meeting.  All properly  executed proxies received in time to be voted at the
Meeting  will be  counted  at the  Meeting,  and  any  adjournment  thereof,  in
accordance with the instructions marked thereon or otherwise provided therein.

         For purposes of determining the presence of a quorum and counting votes
on  the  matters  presented,  shares  represented  by  abstentions  and  "broker
non-votes"  will be counted as  present,  but not as votes cast at the  Meeting.
Broker  non-votes are shares held in street name for which the broker  indicates
that  instructions  have not been received from the beneficial  owners and other
persons  entitled to vote and for which the broker  lacks  discretionary  voting
authority.  Under the 1940 Act,  the  affirmative  vote  necessary  to approve a
matter under  consideration  may be determined with reference to a percentage of
votes present at the Meeting.  For this reason,  abstentions  and non-votes have
the effect of votes AGAINST the  proposal.  In  completing  proxies,  therefore,
shareholders  should be aware that checking the box labeled  ABSTAIN will result
in the shares  covered by the proxy being  treated as if they were voted AGAINST
the proposal.

         IF YOU DO NOT SPECIFY A CHOICE ON THE PROXY,  PROPERLY EXECUTED PROXIES
THAT  ARE  RETURNED  IN TIME TO BE VOTED AT THE  MEETING  WILL BE VOTED  FOR THE
APPROVAL OF THE PROPOSAL  DESCRIBED IN THIS PROXY STATEMENT.  If a quorum is not
present at the Meeting, or if a quorum is present at the Meeting, but sufficient
votes to approve the proposal are not received, the persons named as proxies may
propose one or more  adjournments of the Meeting to permit further  solicitation
of proxies with respect to the proposal.  In determining  whether to adjourn the
Meeting,  the following  factors may be considered:  the nature of the proposal,
the percentage of votes actually cast, the percentage of negative votes actually
cast, the nature of any further  solicitation and the information to be provided
to  shareholders  with  respect  to  the  reasons  for  the  solicitation.   Any
adjournment   will  require  the  affirmative  vote  of  a  majority  of  shares
represented  in person or by proxy at the  Meeting.  In that case,  the  persons
named as proxies  will vote all proxies  that they are entitled to vote FOR such
an adjournment;  provided, however, any proxies required to be voted against the
proposal will be voted AGAINST such adjournment. A shareholder vote may be taken
on the proposal prior to adjournment if sufficient  votes have been received and
it is otherwise appropriate.

         Any  shareholder  may  revoke  his or her  proxy at any  time  prior to
exercise  thereof by giving  written  notice of  revocation  or by executing and
delivering a later dated proxy to Forum Shareholder  Services,  LLC, the Trust's
transfer agent, at Two Portland Square, Portland, Maine, 04101, or by personally
casting a vote at the Meeting.

                                    PROPOSAL
                           APPROVAL OR DISAPPROVAL OF
                     A NEW INVESTMENT SUB-ADVISORY AGREEMENT

         Shareholders  of the Fund are being  asked to approve a new  investment
sub-advisory agreement (the "New Agreement") between the Trust, Forum Investment
Advisors,  LLC and New  Sub-Adviser so that the New Sub-Adviser may serve as the
Fund's  investment  sub-adviser.  Current  Sub-Adviser,  which is located at 909
Fannin Street, Suite 550, Houston, Texas 77010, serves as investment sub-adviser
to the Fund pursuant to an  Investment  Sub-Advisory  Agreement  dated March 13,
1998, between the Trust, Forum Investment Advisors,  LLC and Current Sub-Adviser
(the  "Current  Agreement").  The Current  Agreement was approved by the Trust's
Board of Trustees,  including a majority of the Trustees who were not parties to
the Current Agreement or interested  persons of such parties,  at a meeting held
on March 9, 1998 and by the  unanimous  written  consent dated March 10, 1998 of
the initial shareholder of the Fund in lieu of a shareholders' meeting.

         On October 21, 1998, Current Sub-Adviser and the individuals owning all
of the equity interests in Current Sub-Adviser and Patrick Clegg, an employee of
Current  Sub-Adviser,  entered into various agreements with Affiliated  Managers
Group,  Inc. ("AMG") and two of its wholly owned  subsidiaries,  AMG/SouthwestGP
Holdings,  Inc. and AMG/TBC  Holdings,  Inc. AMG is a publicly held  corporation
with its common stock listed on the New

<PAGE>

York Stock Exchange.  Upon the completion of this  transaction,  AMG/SouthwestGP
Holdings,  Inc.  will be the sole general  partner of New  Sub-Adviser,  AMG/TBC
Holdings,  Inc. will become a special  limited  partner of New  Sub-Adviser  and
Robert C. Davis, Jack R. Hamilton,  Alfred Jackson,  James P. Webb, Catherine S.
Woodruff,  Jeffrey L. Sarff and  Patrick  Clegg  will  become New  Sub-Adviser's
regular limited partners. Under the organizational documents of New Sub-Adviser,
the  Executive  Committee,  initially  consisting of Robert C. Davis and Jack R.
Hamilton, will be responsible for all portfolio and investment activities of New
Sub-Adviser.

         The Board of Trustees  recommends that shareholders of the Fund approve
the New Agreement. The New Agreement will replace the Current Agreement pursuant
to which Current Sub-Adviser provides investment advisory services for the Fund.
Your approval is being sought  because the  transactions  contemplated  by these
agreements  may constitute an  "assignment"  (as defined in the 1940 Act) of the
Current  Agreement,  resulting  in the  automatic  termination  of  the  Current
Agreement.

         The  transactions are expected to be completed on or about December 31,
1998. If the Fund's  shareholders  approve the New Agreement,  the New Agreement
will become  effective on that date (or such later date as the  transactions are
completed),  and New Sub-Adviser  will become the investment  sub-adviser to the
Fund.

         CURRENT SUB-ADVISER AND NEW SUB-ADVISER HAVE ADVISED THE FUND THAT THEY
ANTICIPATE  NO CHANGE  IN THE  INVESTMENT  MANAGEMENT  AND  OTHER  PERSONNEL  IN
CONNECTION  WITH THE  TRANSACTION,  AND THAT THE SAME  PERSONS  RESPONSIBLE  FOR
MANAGEMENT  OF THE FUND  UNDER THE  CURRENT  AGREEMENT  WILL  CONTINUE  TO BE SO
RESPONSIBLE  UNDER  THE  NEW  AGREEMENT.  NEITHER  CURRENT  SUB-ADVISER  NOR NEW
SUB-ADVISER  ANTICIPATE  THAT THE  TRANSACTION  WILL CAUSE ANY  REDUCTION IN THE
QUALITY OF SERVICES NOW PROVIDED TO THE FUND, OR HAVE ANY ADVERSE  EFFECT ON NEW
SUB-ADVISER'S ABILITY TO FULFILL ITS OBLIGATIONS TO THE FUND.

SUMMARY OF TRANSACTION LEADING TO THE NEW AGREEMENT

     Robert C. Davis, Jack R. Hamilton, Alfred Jackson, James P. Webb, Catherine
S. Woodruff and Jeffrey L. Sarff (each a  "Stockholder"  and  collectively,  the
"Stockholders")  together  own  all  of the  outstanding  interests  in  Current
Sub-Adviser.  Current  Sub-Adviser is a registered  investment adviser under the
Investment Advisers Act of 1940. On October 21, 1998, the Stockholders,  Current
Sub-Adviser,  New  Sub-Adviser,   AMG/SouthwestGP  Holdings,  Inc.  and  AMG/TBC
Holdings,  Inc.,  Affiliated Managers Group, Inc. and Patrick Clegg entered into
various  agreements  pursuant to which Current  Sub-Adviser will transfer all of
its assets and liabilities to New Sub-Adviser in exchange for an interest in New
Sub-Adviser.  At the time of closing,  Current  Sub-Adviser  will  transfer  its
interest  in New  Sub-Adviser  to  AMG/SouthwestGP  Holdings,  Inc.  and AMG/TBC
Holdings,  Inc. in exchange for installment notes in the aggregate amount of $22
million and contingent deferred notes in the aggregate amount of $2 million. The
aggregate  amounts of the notes are  subject to  adjustment.  Subsequent  to the
closing,   Current   Sub-Adviser  will  be  liquidated  and  dissolved  and  the
installment   and   contingent   deferred  notes  will  be  distributed  to  the
Stockholders.  At the conclusion of this transaction,  AMG/SouthwestGP Holdings,
Inc. will be the sole general  partner of New  Sub-Adviser and shall be entitled
to a 1% interest in the profits of New Sub-Adviser.  AMG/TBC Holdings, Inc. will
become a special  limited partner and shall be entitled to a 64% interest in the
profits of New Subadviser.  Robert C. Davis,  Jack R. Hamilton,  Alfred Jackson,
James P. Webb,  Catherine S.  Woodruff,  Jeffrey L. Sarff and Patrick Clegg will
become New  Sub-Adviser's  regular limited  partners and shall be entitled to an
aggregate 35% interest in the profits of New Sub-Adviser.

     This transaction,  which is expected to be consummated on or about December
31, 1998, is subject to various  conditions,  among which are (i) the consent of
advisory clients of Current Sub-Adviser and (ii) completion of necessary filings
and  receipt  of  government  approvals.  Following  the  transactions,  Current
Sub-Adviser  will be  liquidated  and if the Fund  shareholders  approve the New
Agreement, New Sub-Adviser will become the investment sub-adviser to the Fund.

         The  transactions  described  above  may be  deemed  to  constitute  an
assignment  (as  that  term  is  defined  in the  1940  Act)  of the  investment
sub-advisory  agreement  currently in effect between the Trust, Forum Investment
Advisors,  LLC and Current  Sub-Adviser.  The Current Agreement provides for its
automatic termination in the 

<PAGE>

event of an  assignment.  Therefore,  a new  investment  sub-advisory  agreement
between the Trust, Forum Investment  Advisors,  LLC and New Sub-Adviser is being
proposed for approval by shareholders of the Fund. The form of the New Agreement
is  attached  as Exhibit  A. The New  Agreement  is  identical  in all  material
respects to the Current Agreement except for the substitution of New Sub-Adviser
for  Current  Sub-Adviser  as  a  party  to  the  agreement  and  the  dates  of
effectiveness and expiration.

         The New  Agreement  was  approved  by the  Trust's  Board of  Trustees,
including  a majority of the  Trustees  who were not  interested  persons of the
parties to the New Agreement, at a meeting held on November 17, 1998.

         If the New  Agreement is approved by the Fund's  shareholders,  it will
remain in effect,  unless earlier  terminated,  for an initial term expiring two
years from the date of effectiveness  and will continue in effect thereafter for
successive  twelve-month  periods,   provided  that  each  such  continuance  is
specifically  approved at least annually (i) by the Trust's Board of Trustees or
by the vote of a majority of the outstanding voting securities of the Fund, and,
in either case (ii) by a majority of the Trustees who are not parties to the New
Agreement or interested persons of any such party (other than as Trustees of the
Trust).

DISCUSSION OF THE NEW AGREEMENT AND THE CURRENT AGREEMENT

     Under  the  terms  of the New and  Current  Agreements  (collectively,  the
"Agreements"),   the   investment   sub-adviser   manages  the   investment  and
reinvestment  of the assets of the Fund.  Under the  Agreements,  the investment
sub-adviser is  responsible  for placing orders for the purchase and sale of the
Fund's  investments  directly  with  brokers and  dealers  selected by it in its
discretion.  Commissions  paid to brokers or dealers are  determined by research
and trading  services  provided along with the best execution  available for the
client.  Commissions  are also  used to pay for  third-party  research  services
through "soft dollar" arrangements.  Such services may include research on proxy
issues,  economic and business  cycle  research  and  industry/company  specific
reports. The investment  sub-adviser  furnishes at its own expense all services,
facilities  and  personnel  necessary  in  connection  with  managing the Fund's
investments and effecting  portfolio  transactions  for the Fund. The investment
sub-adviser  also  furnishes  to  the  Board  of  Trustees,  which  has  overall
responsibility  for the business and affairs of the Trust,  periodic  reports on
the investment performance of the Fund.

         Each  Agreement  also  provides  that,  with  respect to the Fund,  the
investment sub-adviser shall not be liable for any mistake of judgment or in any
event whatsoever, except for lack of good faith, provided that the Agreements do
not protect the investment  sub-adviser  against any liability to the investment
adviser or the Trust to which the  investment  sub-adviser  would  otherwise  be
subject  due to  willful  misfeasance,  bad  faith  or gross  negligence  in the
performance of its duties or by reason of reckless  disregard of its obligations
and duties under the Agreement.

         The Agreements are terminable without penalty by the Board of Trustees,
by a vote of a majority of the voting  securities of the Fund (as defined by the
1940 Act) or Forum  Investment  Advisors,  LLC on 60 days' written notice to the
investment  sub-adviser,  or by the  investment  sub-adviser on 60 days' written
notice  to the  Trust,  and will  automatically  terminate  in the  event of its
assignment.

     The  terms  of  the  Agreements   obligate  Current   Sub-Adviser  and  New
Sub-Adviser  to  manage  the  Fund  in  accordance   with  applicable  laws  and
regulations.   The  provision  of  investment   advisory   services  by  Current
Sub-Adviser or New  Sub-Adviser to the Fund is not exclusive  under the terms of
the  Agreements.  Current  Sub-Adviser  and New  Sub-Adviser  are free to and do
render  investment  advisory  services  to others.  See  "Information  About New
Sub-Adviser"  below.  

SUB-ADVISORY FEES

         Under the Current Agreement, Current Sub-Adviser receives from the Fund
an  advisory  fee at an annual  rate of 0.30% of the  Fund's  average  daily net
assets. For the quarterly period ended September 30, 1998, the Fund paid Current
Sub-Adviser  $7,724.32  in advisory  fees under the Current  Agreement.  The fee
payable under the New Agreement  following  approval by shareholders will be the
same as the fee under the Current Agreement.
<PAGE>

INFORMATION ABOUT NEW SUB-ADVISER

         New  Sub-Adviser is a limited  partnership  organized under the laws of
the State of  Delaware  on October  21,  1998.  It will  operate as a  successor
registered  investment  adviser under the Investment  Advisers Act of 1940 under
the  current  registration  of  Current  Sub-Adviser  from the date on which the
transactions between Current Sub-Adviser and New Sub-Adviser are completed until
a date  no  more  than  30  days  thereafter.  Although,  as a new  entity,  New
Sub-Adviser  has no previous  experience  managing an  investment  company,  the
portfolio  managers and other  personnel  of New  Sub-Adviser  have  significant
experience  in  portfolio  management  of the  Fund  and of  private  investment
accounts  through  their  positions  at Current  Sub-Adviser,  which has managed
investments in large and mid capitalization companies for over 10 years. Messrs.
Jack R. Hamilton,  Robert C. Davis and Jeffrey Sarff are and will continue to be
primarily responsible for the day-to-day management of the Fund's portfolio.  As
of November 12, 1998, Current  Sub-Adviser has over $3.2 billion of assets under
management.

         Day-to-day  activities  of  New  Sub-Adviser  will  be  managed  by  an
Executive  Committee that will be comprised of the two regular limited  partners
who possess the largest  interests  of all the regular  limited  partners in New
Sub-Adviser.  The Executive  Committee will be responsible for all portfolio and
investment activities of New Sub-Adviser.  Initially, Messrs. Davis and Hamilton
will comprise the Executive  Committee.  The general partner of New Sub-Adviser,
with the concurrence of the Executive Committee,  will designate the officers of
New  Sub-Adviser,  and will also have consent or approval  rights on significant
partnership  activities.  It is contemplated  that Messrs.  Davis,  Hamilton and
Sarff will be  appointed  as the  initial  officers  of New  Sub-Adviser.  These
officers will be in charge of all day-to-day matters for New Sub-Adviser.

         The agreements  leading to the  establishment of New Sub-Adviser do not
contemplate any changes in the investment  advisory  services,  or the personnel
providing those services, to the Fund.

         AMG/SouthwestGP  Holdings,  Inc. and AMG/TBC Holdings,  Inc. are wholly
owned  subsidiaries  of  Affiliated  Managers  Group,  Inc.  ("AMG").  AMG  is a
Boston-based  holding  company  which makes  equity  investments  in  investment
management firms in which management  personnel retain a significant interest in
the profits of the  business.  As of September  30, 1998,  AMG served as general
partner or managing  member of ten  registered  investment  advisers  (and had a
minority  investment  in  one  additional  investment  advisor),  which  in  the
aggregate manage  approximately  $50 billion.  The day-to-day  activities of the
registered  investment advisers in which AMG holds an interest are independently
managed by their  respective  principals,  and AMG does not  participate  in the
investment  process of such firms.  Under the  organizational  documents  of New
Sub-Adviser, AMG will have no authority to participate in the investment process
at New Sub-Adviser.  AMG is a Delaware  corporation which has its offices at Two
International Place, Boston, MA 02110.
<PAGE>

     New  Sub-Adviser's  principal  executive  officers and managers,  and their
principal  occupations  are listed below.  Each  person's  address is 909 Fannin
Street, Suite 550, Houston, Texas 77010.
<TABLE>
<S>                                <C>                                <C>
NAME AND ADDRESS               POSITION WITH NEW SUB-ADVISER      PRINCIPAL OCCUPATION
- ----------------               -----------------------------      --------------------

Jack R. Hamilton               Member of Executive Committee;     Member of Executive Committee and Regular Limited
                               Regular Limited Partner            Partner of Davis Hamilton Jackson & Associates,
                                                                  L.P.
Robert C. Davis                Member of Executive Committee;     Member of Executive Committee and Regular Limited
                               Regular Limited Partner            Partner of Davis Hamilton Jackson & Associates,
                                                                  L.P.
Alfred Jackson                 Regular Limited Partner            Regular Limited Partner of Davis Hamilton Jackson
                                                                  & Associates, L.P.
Jeffrey L. Sarff               Chief Operating Officer; Regular   Chief Operating Officer, Portfolio Manager and
                               Limited Partner;                   Regular Limited Partner of Davis Hamilton Jackson
                               Portfolio Manager                  & Associates, L.P.
Catherine S. Woodruff          Regular Limited Partner;           Portfolio Manager and Regular Limited Partner of
                               Portfolio Manager                  Davis Hamilton Jackson & Associates, L.P.
J. Patrick Clegg               Regular Limited Partner;           Portfolio Manager and Regular Limited Partner of
                               Portfolio Manager                  Davis Hamilton Jackson & Associates, L.P.
James P. Webb                  Regular Limited Partner;           Director of Marketing and Regular Limited Partner
                               Director of Marketing              of Davis Hamilton Jackson & Associates, L.P.
</TABLE>

EVALUATION BY THE BOARD OF TRUSTEES

         On November  17,  1998,  the Board of Trustees  met and  discussed  the
proposed  transaction  and its  possible  effect on the Trust,  the Fund and its
shareholders and evaluated the New Agreement.  The Board of Trustees  determined
that, by approving  the New  Agreement on behalf of the Fund,  the Fund can best
assure itself that services from Current Sub-Adviser and New Sub-Adviser will be
provided without  interruption.  The Board of Trustees considered the continuity
of the  portfolio  management  and  other  personnel  and the fact  that the New
Agreement  and  the  Current  Agreement  are   substantially   identical  to  be
particularly  important  in  determining  whether to approve the New  Agreement.
Based upon its review, the Board of Trustees concluded that the New Agreement is
reasonable,  fair and in the best  interests  of the Fund and its  shareholders.
Accordingly,  after  consideration of the above factors,  and such other factors
and information it deemed relevant,  the Board of Trustees  unanimously approved
the  New   Agreement   and  voted  to  recommend  its  approval  by  the  Fund's
shareholders.

   THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL.
<PAGE>

OTHER BUSINESS

         Management  knows of no other  business to be presented at the Meeting.
If any additional matters should be properly presented,  it is intended that the
enclosed  proxy will be voted in  accordance  with the  judgment  of the persons
named in the proxy.

ADDITIONAL INFORMATION

SUBMISSION OF SHAREHOLDER PROPOSALS.

         It is anticipated that,  following the Meeting,  the Fund will not hold
any  meetings of  shareholders  except as required by Federal or Delaware  state
law. Shareholders wishing to submit proposals for inclusion in a proxy statement
for a subsequent  shareholder  meeting should send proposals to the Secretary of
the Trust, D. Blaine Riggle, in care of Forum Administrative  Services, LLC, Two
Portland Square, Portland, Maine 04101.

YOU ARE URGED TO FILL IN, DATE AND SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY

                                              By Order of the Board of Trustees,



                                              D. Blaine Riggle
                                              Secretary


<PAGE>

                                                                       EXHIBIT A

                                 MEMORIAL FUNDS
                        INVESTMENT SUB-ADVISORY AGREEMENT

         AGREEMENT  made as of the  __st day of  ________,  199_,  by and  among
Memorial Funds, a Delaware  business trust,  with its principal office and place
of business at Two Portland Square,  Portland, Maine 04101, (the "Trust"); Forum
Investment  Advisors,  LLC,  a  Delaware  limited  liability  company,  with its
principal office and place of business at Two Portland Square,  Portland,  Maine
04101, (the "Adviser") and Davis Hamilton Jackson & Associates, L.P., a Delaware
limited  partnership,  with its  principal  office and place of  business at Two
Houston  Center,  909  Fannin  Street,  Suite  550,  Houston,  Texas  77010 (the
"Subadviser").

         WHEREAS,  Adviser has entered into an Investment  Advisory  Agreement 
dated the 13th day of March,  1998 and amended the 11th day of September,  1998
("Advisory Agreement") with the Trust;

         WHEREAS,  the Trust is registered  under the Investment  Company Act of
1940,  as amended,  (the "1940  Act"),  as an  open-end,  management  investment
company  and may issue its  shares of  beneficial  interest,  no par value  (the
"Shares"), in separate series;

         WHEREAS,  pursuant  to  the  Advisory  Agreement,  and  subject  to the
direction and control of the Board of Trustees of the Trust (the  "Board"),  the
Adviser  acts as  investment  adviser  for each  series of the  Trust  listed on
Appendix A hereto (each, a "Fund" and, collectively, the "Funds");

         WHEREAS,  the Trust and  Adviser  desire to retain  the  Subadviser  to
perform  investment  advisory services for the Fund and Subadviser is willing to
provide those services on the terms and conditions set forth in this Agreement;

         NOW THEREFORE,  for and in  consideration  of the mutual  covenants and
agreements  contained  herein,  the Trust, the Adviser and the Subadviser hereby
agree as follows:

         SECTION 1.  APPOINTMENT; DELIVERY OF DOCUMENTS

         (a) The Trust and the Adviser hereby employ Subadviser,  subject to the
direction and control of the Board, to manage the investment and reinvestment of
the assets in each Fund and,  without  limiting the generality of the foregoing,
to provide  other  services as specified  herein.  The  Subadviser  accepts this
employment  and agrees to render its  services  for the  compensation  set forth
herein.

         (b) In connection therewith,  the Trust has delivered to the Subadviser
copies of (i) the Trust's Trust Instrument and Bylaws (collectively,  as amended
from  time  to  time,  "Organic  Documents"),   (ii)  the  Trust's  Registration
Statement,  all exhibits thereto, and all amendments thereto filed with the U.S.
Securities  and Exchange  Commission  ("SEC")  pursuant to the Securities Act of
1933,  as amended (the  "Securities  Act"),  or the 1940 Act (the  "Registration
Statement"), (iii) the Trust's current Prospectuses and Statements of Additional
Information of each Fund (collectively, as currently in effect and as amended or
supplemented,  the  "Prospectus"),  and (iv) all procedures adopted by the Trust
with  respect to any Fund (I.E.,  repurchase  agreement  procedures),  and shall
promptly  furnish the  Adviser  with all  amendments  of or  supplements  to the
foregoing. The Trust shall deliver to the Subadviser (x) a certified copy of the
resolution of the Board  appointing the Subadviser and authorizing the execution
and delivery of this Agreement,  (y) a copy of all proxy  statements and related
materials  relating  to any Fund,  and (z) any  other  documents,  materials  or
information that the Subadviser shall reasonably request to enable it to perform
its duties pursuant to this Agreement. The Trust shall furnish to the Subadviser
a copy of each  amendment of or supplement to the foregoing  promptly  after the
adoption of each amendment or supplement.

         (c) The  Subadviser  has  delivered  to the Adviser and the Trust (i) a
copy of its Form ADV as most recently  filed with the SEC and (ii) a copy of its
code of ethics  complying with the requirements of Rule 17j-1 under

<PAGE>

the 1940 Act (the "Code"). The Subadviser shall promptly furnish the Adviser and
Trust with all amendments of or supplements to the foregoing at least annually.

         SECTION 2.  DUTIES OF THE TRUST AND ADVISER

         (a) In order for the  Subadviser  to perform the  services  required by
this Agreement, the Trust and the Adviser (i) shall, cause all service providers
to the Trust to furnish  information  relating to any Fund to the Subadviser and
assist  the  Subadviser  as may be  required  and  (ii)  shall  ensure  that the
Subadviser has reasonable access to all records and documents  maintained by the
Trust, or any service provider to the Trust.

         (b) In order for the  Subadviser  to perform the  services  required by
this  Agreement,  the Adviser  shall deliver to the  Subadviser  all material it
provides to the Board in accordance with the Advisory Agreement.

         SECTION 3.  DUTIES OF THE SUBADVISER

         (a) The  Subadviser  will make  decisions with respect to all purchases
and sales of securities and other  investment  assets in each Fund to the extent
such  authority is delegated by the Adviser.  To carry out such  decisions,  the
Subadviser is hereby authorized,  as agent and  attorney-in-fact  for the Trust,
for the account of, at the risk of and in the name of the Trust, to place orders
and issue  instructions with respect to those  transactions of the Funds. In all
purchases,  sales and other transactions in securities and other investments for
the Funds,  the Subadviser is authorized to exercise full discretion and act for
the Trust in the same  manner  and with the same  force and  effect as the Trust
might or could do with respect to such purchases,  sales or other  transactions,
as well as with  respect to all other  things  necessary  or  incidental  to the
furtherance or conduct of such purchases, sales or other transactions.

         Consistent  with Section 28(e) of the Securities  Exchange Act of 1934,
as amended,  the  Subadviser  may  allocate  brokerage on behalf of the Funds to
broker-dealers who provide research services. The Subadviser may aggregate sales
and purchase  orders of the assets of the Funds with  similar  orders being made
simultaneously  for other accounts  advised by the Subadviser or its affiliates.
Whenever the  Subadviser  simultaneously  places  orders to purchase or sell the
same  asset on behalf of a Fund and one or more  other  accounts  advised by the
Subadviser,  the orders will be  allocated as to price and amount among all such
accounts in a manner believed to be equitable over time to each account.

         (b) The Subadviser  will report to the Board at each meeting thereof as
requested  by the Adviser or the Board all  material  changes in each Fund since
the  prior  report,   and  will  also  keep  the  Board  informed  of  important
developments  affecting the Trust, the Funds and the Subadviser,  and on its own
initiative,  will furnish the Board from time to time with such  information  as
the Subadviser may believe appropriate for this purpose,  whether concerning the
individual  companies whose securities are included in the Funds' holdings,  the
industries in which they engage,  the economic,  social or political  conditions
prevailing  in  each  country  in  which  the  Funds  maintain  investments,  or
otherwise.  The Subadviser will also furnish the Board with such statistical and
analytical  information  with  respect  to  investments  of  the  Funds  as  the
Subadviser may believe  appropriate or as the Board  reasonably may request.  In
making  purchases and sales of securities  and other  investment  assets for the
Funds,  the  Subadviser  will bear in mind the policies set from time to time by
the  Board as well as the  limitations  imposed  by the  Organic  Documents  and
Registration Statement, the limitations in the 1940 Act, the Securities Act, the
Internal  Revenue Code of 1986, as amended,  and other  applicable  laws and the
investment objectives, policies and restrictions of the Funds.

         (c) The Subadviser will from time to time employ or associate with such
persons as the Subadviser  believes to be  particularly  fitted to assist in the
execution of the Subadviser's duties hereunder,  the cost of performance of such
duties to be borne and paid by the Subadviser.  No obligation may be incurred on
the Trust's or Adviser's behalf in any such respect.

         (d) The  Subadviser  will  report  to the Board  all  material  matters
related to the Subadviser.  On an annual basis,  the Subadviser  shall report on
its  compliance  with  its Code to the  Adviser  and to the  Board  and upon the
written  request of the Adviser or the Trust,  the  Subadviser  shall permit the
Adviser  and the Trust,  or their 

<PAGE>

respective  representatives  to examine the  reports  required to be made to the
Subadviser  under the Code. The Subadviser will notify the Adviser and the Trust
of any change of control of the  Subadviser and any changes in the key personnel
who are either the portfolio  manager(s) of the Fund or senior management of the
Subadviser, in each case prior to or promptly after such change.

         (e) The  Subadviser  will  maintain  records  relating to its portfolio
transactions  and placing and allocation of brokerage  orders as are required to
be maintained by the Trust under the 1940 Act. The Subadviser  shall prepare and
maintain, or cause to be prepared and maintained, in such form, for such periods
and in such  locations as may be required by  applicable  law, all documents and
records  relating to the services  provided by the  Subadviser  pursuant to this
Agreement  required to be prepared and maintained by the Subadviser or the Trust
pursuant to applicable law. To the extent required by law, the books and records
pertaining to the Trust which are in possession of the  Subadviser  shall be the
property of the Trust. The Subadviser may make and retain for its own use a copy
of such  books and  records.  The  Adviser  and the Trust,  or their  respective
representatives, shall have access to such books and records at all times during
the  Subadviser's  normal  business  hours.  Upon the reasonable  request of the
Adviser or the Trust,  copies of any such books and  records  shall be  provided
promptly by the  Subadviser  to the Adviser and the Trust,  or their  respective
representatives.

         (f) The Subadviser will cooperate with each Fund's  independent  public
accountants and shall take reasonable  action to make all necessary  information
available to the accountants for the performance of the accountants' duties.

         (g)  The  Subadviser  will  provide  the  Funds'   custodian  and  fund
accountant  on  each  business  day  with  such  information   relating  to  all
transactions  concerning the Funds' assets under the Subadviser's control as the
custodian  and fund  accountant  may  reasonably  require.  In  accordance  with
procedures  adopted by the Board, the Subadviser is responsible for assisting in
the fair  valuation  of all Fund assets and will use its  reasonable  efforts to
arrange for the provision of prices from parties who are not affiliated  persons
of the Subadviser for each asset for which the Funds' fund  accountant  does not
obtain prices in the ordinary course of business.

         (h) The  Subadviser  shall  authorize and permit any of its  directors,
officers and  employees  who may be elected as Trustees or officers of the Trust
to serve in the capacities in which they are elected.

         (i) Except as  otherwise  agreed to by the Trust,  the  Adviser and the
Subadviser, during any period in which a Fund invests all (or substantially all)
of  its  investment  assets  in a  registered,  open-end  management  investment
company,  or separate  series thereof,  in accordance  with Section  12(d)(1)(E)
under the 1940 Act, the Subadviser shall have no duties or obligations  pursuant
to this Agreement with respect to the Fund.

         SECTION 4.  COMPENSATION; EXPENSES

         (a) In  consideration  of the  foregoing,  the  Adviser  shall  pay the
Subadviser,  with  respect  to each Fund,  a fee at an annual  rate as listed in
Appendix A hereto.  Such fees shall be accrued by the Adviser daily and shall be
payable  monthly in arrears on the first day of each calendar month for services
performed  hereunder during the prior calendar month. If fees begin to accrue in
the  middle of a month or if this  Agreement  terminates  before  the end of any
month,  all fees for the period  from that date to the end of that month or from
the  beginning  of that  month to the date of  termination,  as the case may be,
shall be prorated  according to the proportion that the period bears to the full
month in which the effectiveness or termination  occurs. Upon the termination of
this  Agreement  with respect to a Fund, the Adviser shall pay to the Subadviser
such   compensation  as  shall  be  payable  prior  to  the  effective  date  of
termination.

         (b) The  Subadviser  may  agree  to  waive  all or part of its  fees by
separate agreement.

         (c) No fee shall be payable hereunder with respect to a Fund during any
period in which the Fund invests all (or  substantially  all) of its  investment
assets in a registered,  open-end,  management  investment  company, or separate
series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act.
<PAGE>

         SECTION 5.  STANDARD OF CARE

         (a) The Trust and  Adviser  shall  expect  of the  Subadviser,  and the
Subadviser will give the Trust and Adviser the benefit of, the Subadviser's best
judgment and efforts in rendering its services  hereunder.  The Subadviser shall
not be liable to the Adviser or the Trust  hereunder for any mistake of judgment
or in any event whatsoever, except for lack of good faith, provided that nothing
herein shall be deemed to protect, or purport to protect, the Subadviser against
any  liability  to the  Adviser  or the  Trust to  which  the  Subadviser  would
otherwise  be  subject  by reason  of  willful  misfeasance,  bad faith or gross
negligence in the performance of the Subadviser's duties hereunder, or by reason
of the Subadviser's reckless disregard of its obligations and duties hereunder.

         (b) The Subadviser  shall not be liable to the Adviser or the Trust for
any action taken or failure to act in good faith reliance upon: (i) information,
instructions or requests,  whether oral or written,  with respect to a Fund that
the Subadviser reasonably believes were made by a duly authorized officer of the
Adviser  or the Trust,  (ii) the  advice of counsel to the Trust,  and (iii) any
written instruction or certified copy of any resolution of the Board.

         (c) The  Subadviser  shall not be responsible or liable for any failure
or delay in performance of its obligations  under this Agreement  arising out of
or caused,  directly  or  indirectly,  by  circumstances  beyond its  reasonable
control  including,  without  limitation,  acts of civil or military  authority,
national  emergencies,  labor  difficulties  (other  than  those  related to the
Subadviser's employees), fire, mechanical breakdowns, flood or catastrophe, acts
of God,  insurrection,  war,  riots or  failure  of the  mails,  transportation,
communication or power supply.

         SECTION 6.  EFFECTIVENESS, DURATION AND TERMINATION

         (a) This  Agreement  shall  become  effective  with  respect  to a Fund
immediately upon the later of approval by a majority of the Trust's trustees who
are not parties to this Agreement or interested persons of any such party (other
than as trustees of the Trust) and, if required by applicable  law, by a vote of
a majority of the outstanding voting securities of the Fund.

         (b) This Agreement  shall remain in effect with respect to a Fund for a
period of two years from the date of its  effectiveness  and shall  continue  in
effect for  successive  annual  periods with respect to the Fund;  provided that
such continuance is specifically  approved at least annually (i) by the Board or
by the vote of a majority of the outstanding voting securities of the Fund, and,
in either case,  (ii) by a majority of the Trust's  trustees who are not parties
to this  Agreement  or  interested  persons  of any such  party  (other  than as
trustees of the Trust);  provided further,  however, that if the continuation of
this  Agreement is not  approved as to a Fund,  the  Subadviser  may continue to
render to that Fund the  services  described  herein  in the  manner  and to the
extent permitted by the 1940 Act and the rules and regulations thereunder.

         (c) This  Agreement  may be  terminated  with  respect to a Fund at any
time,  without  the  payment of any  penalty,  (i) by the Board,  by a vote of a
majority of the outstanding  voting  securities of the Fund or by the Adviser on
60 days' written  notice to the Subadviser or (ii) by the Subadviser on 60 days'
written notice to the Trust. This Agreement shall terminate immediately (x) upon
its assignment or (y) upon termination of the Advisory Agreement.

         SECTION 7.  ACTIVITIES OF THE SUBADVISER

         Except to the extent  necessary to perform its  obligations  hereunder,
nothing herein shall be deemed to limit or restrict the  Subadviser's  right, or
the right of any of the Subadviser's directors,  officers or employees to engage
in any other business or to devote time and attention to the management or other
aspects of any other business,  whether of a similar or dissimilar nature, or to
render services of any kind to any other corporation, trust, firm, individual or
association.

         SECTION 8.  REPRESENTATIONS OF SUBADVISER.
<PAGE>

         The Subadviser represents and warrants that (i) it is either registered
as an investment  adviser under the Investment  Advisers Act of 1940, as amended
("Advisers  Act") (and will  continue  to be so  registered  for so long as this
Agreement remains in effect) or exempt from registration under the Advisers Act,
(ii) is not  prohibited by the 1940 Act or the Advisers Act from  performing the
services  contemplated  by this  Agreement,  (iii)  has met,  and  will  seek to
continue  to meet for so long as this  Agreement  remains in  effect,  any other
applicable federal or state requirements,  or the applicable requirements of any
self-regulatory  agency,  necessary  to be met in order to perform the  services
contemplated  by this  Agreement,  and (iv) will promptly notify the Adviser and
the Trust of the  occurrence of any event that would  disqualify  the Subadviser
from  serving as an  investment  adviser of an  investment  company  pursuant to
Section 9(a) of the 1940 Act or otherwise.

         SECTION 10.  LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY

         The Trustees of the Trust and the  shareholders  of each Fund shall not
be liable for any obligations of the Trust or of the Funds under this Agreement,
and the  Subadviser  agrees that,  in asserting  any rights or claims under this
Agreement,  it shall look only to the assets  and  property  of the Trust or the
Fund to which the  Subadviser's  rights or claims  relate in  settlement of such
rights or claims,  and not to the Trustees of the Trust or the  shareholders  of
the Funds.

         SECTION 11.  MISCELLANEOUS

         (a) No provisions  of this  Agreement may be amended or modified in any
manner except by a written  agreement  properly  authorized  and executed by all
parties hereto and approved by the Trust in the manner set forth in Section 6(b)
hereof.

         (b) No amendment to this Agreement or the termination of this Agreement
with respect to a Fund shall  effect this  Agreement as it pertains to any other
Fund, nor shall any such amendment  require the vote of the  shareholders of any
other Fund.

         (c) No party to this  Agreement  shall be liable to any other party for
consequential damages under any provision of this Agreement.

         (d) THIS  AGREEMENT  SHALL BE GOVERNED BY, AND THE  PROVISIONS  OF THIS
AGREEMENT SHALL BE CONSTRUED AND INTERPRETED  UNDER AND IN ACCORDANCE  WITH, THE
LAWS OF THE STATE OF DELAWARE.

         (e) This Agreement constitutes the entire agreement between the parties
hereto and  supersedes  any prior  agreement  with respect to the subject matter
hereof, whether oral or written.

         (f) This  Agreement may be executed by the parties hereto on any number
of counterparts,  and all of the counterparts  taken together shall be deemed to
constitute one and the same instrument.

         (g) If any part,  term or  provision  of this  Agreement  is held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered  severable and not be affected,  and the rights and
obligations  of the parties  shall be construed and enforced as if the Agreement
did not contain the  particular  part,  term or provision  held to be illegal or
invalid.

         (h) Section  headings in this  Agreement  are included for  convenience
only and are not to be used to construe or interpret this Agreement.

         (i) Notices, requests,  instructions and communications received by the
parties  at their  respective  principal  places of  business,  or at such other
address as a party may have designated in writing,  shall be deemed to have been
properly given.
<PAGE>

         (j) Notwithstanding any other provision of this Agreement,  the parties
agree that the assets and  liabilities  of each Fund are  separate  and distinct
from the assets  and  liabilities  of any other  series of the Trust and that no
Fund or other  series of the Trust  shall be liable or shall be charged  for any
debt, obligation or liability of any other Fund or series, whether arising under
this Agreement or otherwise.

         (k) No affiliated person, employee, agent, director, officer or manager
of the  Subadviser  shall be  liable at law or in  equity  for the  Subadviser's
obligations under this Agreement.

         (l)  The  terms  "vote  of  a  majority  of  the   outstanding   voting
securities",   "interested   person",   "affiliated   person",   "control"   and
"assignment" shall have the meanings ascribed thereto in the 1940 Act.

         (m) Each of the undersigned warrants and represents that they have full
power and authority to sign this Agreement on behalf of the party  indicated and
that their  signature will bind the party indicated to the terms hereof and each
party hereto  warrants and  represents  that this  Agreement,  when executed and
delivered,  will constitute a legal,  valid and binding obligation of the party,
enforceable  against  the  party  in  accordance  with  its  terms,  subject  to
bankruptcy,  insolvency,  reorganization,  moratorium  and other laws of general
application affecting the rights and remedies of creditors and secured parties.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.

                                     MEMORIAL FUNDS


                                     By:______________________________________
                                             Christopher W. Hamm, President

                                     FORUM INVESTMENT ADVISORS, LLC


                                     By:______________________________________
                                             Mark Kaplan, Managing Director

                                     DAVIS HAMILTON JACKSON & ASSOCIATES, L.P.


                                     By:______________________________________
                                             Name:
                                             Officer:



<PAGE>


                                 MEMORIAL FUNDS
                        INVESTMENT SUB-ADVISORY AGREEMENT

                                   Appendix A


                                               FEE AS A % OF THE ANNUAL
FUND OF THE TRUST                        AVERAGE DAILY NET ASSETS OF THE FUND

Growth Equity Fund                                      0.30%



<PAGE>



                               THE MEMORIAL FUNDS
                               Growth Equity Fund

                               TWO PORTLAND SQUARE
                              PORTLAND, MAINE 04101

                                      PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

Revoking any such prior appointments, the undersigned appoints D. Blaine Riggle,
Thomas G. Sheehan and David I.  Goldstein  (or, if only one shall act, that one)
proxies  with the  power of  substitution  to vote all of the  shares  of Growth
Equity  Fund  (the  "Fund"),  a series  of The  Memorial  Funds  (the  "Trust"),
registered in the name of the undersigned at the Special Meeting of Shareholders
of the Fund to be held at the offices of Forum Administrative Services, LLC, Two
Portland  Square,  Portland,  Maine 04101,  on December 21, 1998,  at 10:00 a.m.
(Eastern Standard Time), and at any adjournment or adjournments thereof.

The shares of  beneficial  interest  represented  by this Proxy will be voted in
accordance  with  the  instructions  given  by  the  undersigned  below.  IF  NO
INSTRUCTIONS  ARE GIVEN,  SUCH SHARES WILL BE VOTED FOR THE  PROPOSAL  SET FORTH
BELOW.  The Trust has proposed the  Proposal.  The Board of Trustees  recommends
voting FOR the Proposal.

          PROPOSAL: To approve a new Investment  Sub-Advisory  Agreement between
          the Trust, Forum Investment Advisors, LLC and Davis Hamilton Jackson &
          Associates, L.P., a newly-formed Delaware Limited Partnership.

            FOR _____              AGAINST _____                 ABSTAIN _____

(NOTE: Checking the box labeled ABSTAIN will result in the shares covered by the
Proxy  being  treated as if they were voted  AGAINST the  proposal.)  Receipt is
acknowledged  of the  Notice  and Proxy  Statement  for the  Special  Meeting of
Shareholders to be held on December 21, 1998. PLEASE SIGN AND DATE THIS PROXY IN
THE SPACE PROVIDED.  Execution by shareholders  who are not individuals  must be
made by an authorized signatory. Executors, administrators,  trustees, guardians
and others signing in a representative  capacity should give their full title as
such.

__________________________________________________________    ______________
Authorized Signature                                               Date

__________________________________________________________    ______________
Printed Name (and Title if Applicable)                             Date

__________________________________________________________    ______________
Authorized Signature (Joint Investor or Second Signatory)          Date

__________________________________________________________    ______________
Printed Name (and Title if Applicable)                             Date





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